Current Report Filing (8-k)
April 03 2020 - 1:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 1, 2020
PUREBASE
CORPORATION
(Exact
name of registrant as specified in charter)
Nevada
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000-55517
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27-2060863
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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8625
State Hwy, 124
Ione,
CA 95640
(Address
of principal executive offices)
(855)
743-6478
(Registrant’s
telephone number, including area code)
N/A
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Section
1 - Registrant’s Business and Operations Item
1.01
Entry into a Material Definitive Agreement.
On
April 1, 2020 Purebase Corporation,, a Nevada corporation (the “Company”), executed and delivered a Purchase and Sale
Agreement with Bremer Family 1995 Living Family Trust (the “Seller”) pursuant to which the Company will purchase the
land known as the Snow White Mine. The property, located in San Bernardino County, California, consists of approximately 80 acres
together with all mineral rights. The purchase price for the property is $836,000, to be paid within the next two years plus 5%
interest thereon.
John
Bremer, a director of the Company, is the executor of the Seller. The Seller owns approximately 19% of the issued and outstanding
shares of the Company.
The
Company previously had certain rights to the Snow White property but in September 2019 discontinued any and all mining activities
at this property.
The
Purchase and Sale Agreement with the Seller contains customary representations and warranties from the Seller. Said representations
and warranties survive for 18 months after closing. The Company is entitled to indemnification for breaches by the Seller of its
representations and warranties provided the Company incurs in excess of $25,000 of claims.
The
foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the full text of such agreement,
a copy of which is attached hereto as Exhibit 10.13 and incorporated herein in its entirety by reference.
Item
7.01 Regulation FD Disclosure.
On
April 2, 2020, the Company issued a press release with respect to the proposed acquisition of the Snow White property. A copy
of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
The
information in this Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange
Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report
in such filing.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements
are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based
on information currently available to the Company. By their nature, forward-looking statements address matters that are subject
to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry
growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety
of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those
expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in
the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent
required by applicable securities laws.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date:
April 3, 2020
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PUREBASE
CORPORATION
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By:
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/s/
A. Scott Dockter
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A.
Scott Dockter
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Chief
Executive Officer
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